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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 6.85 | 12/08/2011 | D(2) | 889 | (2) | 12/13/2011 | Class B Common Stock | 889 | (2) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 6.85 | 12/08/2011 | A(2) | 889 | (2) | 04/15/2012 | Class B Common Stock | 889 | (2) | 889 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROCHWARGER GEOFFREY C/O GENIE ENERGY LTD. 550 BROAD STREET NEWARK, NJ 07102 |
Vice Chairman |
Joyce J. Mason, by Power of Attorney | 12/12/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Includes Restricted Stock that vests as follows: 12,487 shares on November 3, 2012 and 12,488 shaers on each of November 3, 2013 and November 3, 2014. Mr. Rochwarger will also receive 18,000 shares of Class B Common Stock on each of January 5, 2012, January 5, 2013 and January 5, 2014 for a total of 54,000 shares in connection with IDT Corporation's pro-rata spinoff of the Registrant. Such shares will be issued pursuant to a Separation Agreement between IDT Corporation and the Registrant in conjunction with a Deferred Stock Agreement between Mr. Rochwarger and IDT Corporation under which upon the occurrence of certain events Mr. Rochwarger will be granted 18,000 shares of IDT Corporation Class B Common Stock on each of January 5, 2012, January 5, 2013 and January 5, 2014. |
(2) | The two reported transactions involved an amendment of an outstanding option to extend the expiration date, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 3, 2011 and vested immediately. |